Decoding Secretarial Standards – Notice of General Meetings

In my earlier post here I have raised some issues related to issuance of secretarial standards. As these are curable technical issues. I continue my study of these Secretarial Standards.

In this post, I will discuss Secretarial Standards related to Notice of a General Meeting under SS – 2 issued by Institute of Company Secretaries of India.

Notice in writing of every Meeting shall be given to every Member of the company. Such Notice shall also be given to the Directors and Auditors of the company, to the Secretarial Auditor, to Debenture Trustees, if any, and, wherever applicable or so required, to other specified persons. [Paragraph 1.2.1 of SS – 2]

In the case of Members, Notice shall be given at the address registered with the Company or depository. In the case of shares or other securities held jointly by two or more persons, the Notice shall be given to the person whose name appears first as per records of the Company or the depository, as the case may be. In the case of any other person who is entitled to receive Notice, the same shall be given to such person at the address provided by him. [Background Paragraph 1 after Paragraph 1.2.1 of SS – 2]

Where the company has received intimation of death of a Member, the Notice of Meeting shall be sent as under:

(a) where securities are held singly, to the Nominee of the single holder;

(b) where securities are held by more than one person jointly and any joint holder dies, to the surviving first joint holder;

(c) where securities are held by more than one person jointly and all the joint holders die, to the Nominee appointed by all the joint holders. [Background Paragraph 2 after Paragraph 1.2.1 of SS – 2]

In the absence of a Nominee, the Notice shall be sent to the legal representative of the deceased Member. [Background Paragraph 2 after Paragraph 1.2.1 of SS – 2]

In case of insolvency of a Member, the Notice shall be sent to the assignee of the insolvent Member. [Background Paragraph 3 after Paragraph 1.2.1 of SS – 2]

In case the Member is a company or body corporate which is being wound up, Notice shall be sent to the liquidator. [Background Paragraph 3 after Paragraph 1.2.1 of SS – 2]

Standard relating to manner of Sending Notice is one interesting. Read following line carefully:

Notice shall be sent:

by hand or

by ordinary post or

by speed post or

by registered post or

by courier or

by facsimile or

by e-mail or

by any other electronic means.

‘Electronic means’ means any communication sent by a company through its authorised and secured computer programme which is capable of producing confirmation and keeping record of such communication addressed to the person entitled to receive such communication at the last electronic mail address provided by the Member. [Paragraph 1.2.2 of SS – 2]

It seems the definition of other electronic means referring bulk electronic mail sending applications only. The definition has no novelty of idea here. Please do not try to include facility like “WhatsApp Web”. Readers may suggest some alternate programmes or apps. Strange thing, I notice in this definition is a term “at the last electronic mail address provided by the Member”. I am not sure, what intent it communicate?

In case the Notice and accompanying documents are given by e-mail, these shall be sent at the Members’ e-mail addresses, registered with the company or provided by the depository, in the manner prescribed under the Act. [Background Paragraph 1 after Paragraph 1.2.2 of SS – 2]

The company shall ensure that it uses a system which produces confirmation of the total number of recipients e-mailed and a record of each recipient to whom the Notice has been sent and copy of such record and any Notices of any failed transmissions and subsequent resending shall be retained by or on behalf of the company as ‘‘proof of sending’’. [Background Paragraph 2 after Paragraph 1.2.2 of SS – 2]

I do not know why such important requirement is in background paragraphs. This standard indicates a reference to bulk mail sending facilities.

In case of the Directors, Auditors, Secretarial Auditors and others, if any, the Notice and accompanying documents shall be sent at the e-mail addresses provided by them to the company, if being sent by electronic means. [Background Paragraph 3 after Paragraph 1.2.2 of SS – 2]

Again, I do not know why such important requirement is in background paragraph. Be careful. This standard read with Paragraph 1.2.2 mandate that to all persons other than members, notice of a general meeting shall be send only to e – mail address not to postal address. This is more evident in next two paragraphs, where term “members” is used.

Notice shall be sent to Members by registered post or speed post or courier or e-mail and not by ordinary post in the following cases:

(a) if the company provides the facility of e-voting;

(b) if the item of business is being transacted through postal ballot.

[Background Paragraph 4 after Paragraph 1.2.2 of SS – 2]

If a Member requests for delivery of Notice through a particular mode, other than one of those listed above, he shall pay such fees as may be determined by the company in its Annual General Meeting and the Notice shall be sent to him in such mode. [Background Paragraph 5 after Paragraph 1.2.2 of SS – 2]

This is clear to me but really do not know, method other than those above listed in Paragraph 1.2.2.

Notice shall be sent to Members by registered post or speed post or email if the Meeting is called by the requisitionists themselves where the Board had not proceeded to call the Meeting.

What is role of the company? Who shall provide addresses? is there any duty on company? Is not it governance issue? Will not advertisement or public notice suffice in absence of addresses of members? This requirement should be little more investors’ friendly.

In case of companies having a website, the Notice shall be hosted on the website. [Paragraph 1.2.3 of SS – 2]

Notice shall specify the day, date, time and full address of the venue of the Meeting. [Paragraph 1.2.4 of SS – 2]

Notice shall contain complete particulars of the venue of the Meeting including route map and prominent land mark for easy location. In case of companies having a website, the route map shall be hosted along with the Notice on the website. [Background Paragraph 1 after Paragraph 1.2.4 of SS – 2]

Route map is very good requirement but pertinent question is what it is? To be a route map, we need to know from where invitee will come. I suggest, replace the word with “location map”.

Meetings shall be called during business hours, i.e., between 9 a.m. and 6 p.m., on a day that is not a National Holiday. A Meeting called by the requisitionists shall be convened only on a working day. [Background Paragraph 2 after Paragraph 1.2.4 of SS – 2]

I do not know reason of such discrimination of meeting called by requisitionists. Voting power requirement is enough to keep a check.

Annual General Meetings shall be held either at the registered office of the company or at some other place within the city, town or village in which the registered office of the company is situated, whereas other General Meetings may be held at any place within India. A Meeting called by the requisitionists shall be held either at the registered office of the company or at some other place within the city, town or village in which the registered office of the company is situated. [Background Paragraph 3 after Paragraph 1.2.4 of SS – 2]

In short, Annual General meeting and meeting called by requisitionists shall be held with the city, town, or village in which registered office of the company is situated. All other meeting may be held at any place in India. City limit may be defined in these standards as “Delhi – New Delhi – Delhi Cant” and “Delhi NCR” may create confusion.

Notice of a company which has a share capital or the Articles of which provide for voting at a Meeting by Proxy, shall prominently contain a statement that a Member entitled to attend and vote is entitled to appoint a Proxy, or where that is allowed, one or more proxies, to attend and vote instead of himself and that a Proxy need not be a Member. In case of companies where Proxy shall be a Member under the Act, a statement to that effect shall appear in the Notice prominently. [Background Paragraph 1 after Paragraph 1.2.4 of SS – 2]

Notice shall clearly specify the nature of the Meeting and the business to be transacted thereat. In respect of items of Special Business, each such item shall be in the form of a Resolution and shall be accompanied by an explanatory statement which shall set out all such facts as would enable a Member to understand the meaning, scope and implications of the item of business and to take a decision thereon. In respect of items of Ordinary Business, Resolutions are not required to be stated in the Notice except where the Auditors or Directors to be appointed are other than the retiring Auditors or Directors, as the case may be. [Paragraph 1.2.5 of SS – 2]

The nature of the concern or interest (financial or otherwise), if any, of the following persons, in any special item of business or in a proposed Resolution, shall be disclosed in the explanatory statement:

In case any item of Special Business to be transacted at a Meeting of the company relates to or affects any other company, the extent of shareholding interest in that other company of every Promoter, Director, Manager, and of every other Key Managerial Personnel of the first mentioned company shall, if the extent of such shareholding is not less than two percent of the paid-up share capital of that company, also be stated in the explanatory statement. [Background Paragraph 2 after Paragraph 1.2.5 of SS – 2]

Where reference is made to any document, contract, agreement, the Memorandum of Association or Articles of Association, the relevant explanatory statement shall state that such documents are available for inspection and such documents shall be so made available for inspection in physical or in electronic form during specified business hours at the Registered Office of the company and copies thereof shall also be made available for inspection in physical or electronic form:

at the Head Office as well as

Corporate Office of the company, if any, if such office is situated elsewhere, and

also at the Meeting. [Background Paragraph 3 after Paragraph 1.2.5 of SS – 2]

In all cases relating to the appointment or re-appointment and/or fixation of remuneration of Directors including Managing Director or Executive Director or Whole – time Director or of Manager or variation of the terms of remuneration, details of each such Director or Manager, including age, qualifications, experience, terms and conditions of appointment or re-appointment along with details of remuneration sought to be paid and the remuneration last drawn by such person, if applicable, date of first appointment on the Board, shareholding in the company, relationship with other Directors, Manager and other Key Managerial Personnel of the company, the number of Meetings of the Board attended during the year and other Directorships, Membership/ Chairmanship of Committees of other Boards shall be given in the explanatory statement. [Background Paragraph 4 after Paragraph 1.2.5 of SS – 2]

In case of appointment of Independent Directors, the justification for choosing the appointees for appointment as Independent Directors shall be disclosed and in case of re-appointment of Independent Directors, performance evaluation report of such Director or summary thereof shall be included in the explanatory statement. [Background Paragraph 5 after Paragraph 1.2.5 of SS – 2]

Interestingly, performance evaluation report for Managing Directors, Whole – time directors or Manger is not required under these standards. Apparently, being “promoter’s persons” they need not perform!!

Notice and accompanying documents shall be given at least twenty-one clear days in advance of the Meeting. [Paragraph 1.2.6 of SS – 2]

For the purpose of reckoning twenty-one days clear Notice, the day of sending the Notice and the day of Meeting shall not be counted. Further in case the company sends the Notice by post or courier, an additional two days shall be provided for the service of Notice. [Background Paragraph 1 after Paragraph 1.2.6 of SS – 2]

If proposed date of a general meeting is 30 of a month, Notice at e –mail address shall be send to on or before 8th of that month and Notice at postal address shall be send on or before 6th of that month.

In case a valid special notice under the Act has been received from Member(s), the company shall give Notice of the Resolution to all its Members at least seven days before the Meeting, exclusive of the day of dispatch of Notice and day of the Meeting, in the same manner as a Notice of any General Meeting is to be given. [Background Paragraph 2 after Paragraph 1.2.6 of SS – 2]

If proposed date of a general meeting is 30th of a month, Notice at e –mail address shall be send to on or before 22nd of that month and Notice at postal address shall be send on or before 20th of that month.

Where this is not practicable, the Notice shall be published in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situated, and in an English newspaper in English language, both having a wide circulation in that district, at least seven days before the Meeting, exclusive of the day of publication of the Notice and day of the Meeting. In case of companies having a website, such Notice shall also be hosted on the website. [Background Paragraph 3 after Paragraph 1.2.6 of SS – 2]

If proposed date of a general meeting is 30 of a month, Notice shall be published to on or before 22nd of that month. Term “wide circulation” is very subjective and need to be defined or removed? There is no standard time hosting notice on website given in this standard. I propose, it may be 7 days and it must be at least bi –lingual.

Notice and accompanying documents may be given at a shorter period of time if consent in writing is given thereto, by physical or electronic means, by not less than ninety-five per cent of the Members entitled to vote at such Meeting. [Paragraph 1.2.7 of SS – 2]

The request for consenting to shorter Notice and accompanying documents shall be sent together with the Notice and the Meeting shall be held only if the consent is received prior to the date fixed for the Meeting from not less than ninety five per cent of the Members entitled to vote at such Meeting. [Background Paragraph 1 after Paragraph 1.2.7 of SS – 2]

This is clear that if consent is not received prior to the date fixed for the meeting, the meeting shall not be held. If a date for meeting is 30th of a month, consent should be received from 95% members on or before 23.59 IST of 29th of that month. How when and what planning may a member intending to attend meeting scheduled for morning 9.00 IST may do? There must be some way to inform members about receipt of proper consent and urgent conveyance, if required in such case. In case, no proper consent received, a communication that meeting could not be held for want of “proper consent”.

No business shall be transacted at a Meeting if Notice in accordance with this Standard has not been given. [Paragraph 1.2.8 of SS – 2]

However, any accidental omission to give Notice to, or the non-receipt of such Notice by any Member or other person who is entitled to such Notice for any Meeting shall not invalidate the proceedings of the Meeting. [Background Paragraph 1 after Paragraph 1.2.8 of SS – 2]

No items of business other than those specified in the Notice and those specifically permitted under the Act shall be taken up at the Meeting. [Paragraph 1.2.9 of SS – 2]

A Resolution shall be valid only if it is passed in respect of an item of business contained in the Notice convening the Meeting or it is specifically permitted under the Act. [Background Paragraph 1 after Paragraph 1.2.9 of SS – 2]

Items specifically permitted under the Act which may be taken up for consideration at the Meeting are:

(a) Proposed Resolutions, the notice of which has been given by Members;

(b) Resolutions requiring special notice, if received with the intention to move;

(c) Candidature for Directorship, if any such notice has been received.

[Background Paragraph 2 after Paragraph 1.2.9 of SS – 2]

Where special notice is required of any Resolution and notice of the intention to move such Resolution is received by the company from the prescribed number of Members, such item of business shall be placed for consideration at the Meeting after giving Notice of the Resolution to Members in the manner prescribed under the Act. [Background Paragraph 3 after Paragraph 1.2.9 of SS – 2]

The Background Paragraph 3 after Paragraph 1.2.9 fails to take not of background paragraph 2 and 3 after Paragraph 1.2.6 above.

Any amendment to the Notice, including the addition of any item of business, can be made provided the Notice of amendment is given to all persons entitled to receive the Notice of the Meeting at least twenty one clear days before the Meeting. [Background Paragraph 4 after Paragraph 1.2.9 of SS – 2]

This deals with amendment of notice and may result in postponement of meeting for compliance of this requirement.

Notice shall be accompanied, by an attendance slip and a Proxy form with clear instructions for filling, stamping, signing and/or depositing the Proxy form. [Paragraph 1.2.10 of SS – 2]

A Meeting convened upon due Notice shall not be postponed or cancelled. If, for reasons beyond the control of the Board, a Meeting cannot be held on the date originally fixed, the Board may reconvene the Meeting, to transact the same business as specified in the original Notice, after giving not less than three days intimation to the Members. The intimation shall be either sent individually in the manner stated in this Standard or published in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situated, and in an English newspaper in English language, both having a wide circulation in that district. [Paragraph 1.2.11 of SS – 2]

At the end of this post, I want to mention that some provisions I criticised here may be taken from the Act or relevant Rules and in such case may be treated my suggestion for relevant changes the Act or these Rules.

Please note: I welcome your comments and feedback. This blog post is not a professional advice. Readers may share this post on social media by using buttons given here.

Writer of this blog, Aishwarya Mohan Gahrana is Practicing Company Secretary and Insolvency Professional working with M/s Aishwarya M Gahrana & Associates, a New Delhi based peer reviewed firm of company secretaries having pan India presence through friends and associates. This blog is a knowledge sharing initiative. Views expressed here is of writer; not of the organization(s) he is working with.